2012 Dan K. Moore Program in Ethics
Adjusting to the “New Normal”: Ethical Challenges for In-House and Outside Counsel
9:30 a.m.
Welcome and Introduction to the Program (Dean Jack Boger, Professors Thomas
Hazen and Lissa Broome)
9:45 a.m.
Challenges of the In-house Counsel’s Role as Company Lawyer
The panel will explore the challenges for in-house counsel from the standpoint of how in-house
counsel should govern their conduct and the issues outside counsel confront in advising and
representing companies. The panel will consider privilege issues, including legal advice versus
business advice, and in representing a company and its subsidiaries and affiliates. Important
conflicts issues will also be reviewed, including those between the entity client and its
constituents, among affiliated entities, and from the in-house or outside counsel’s ownership of
shares in the client company.
10:45 a.m.
Break
11:00 a.m.
Challenges of the In-house Counsel’s Role in Supervising and Assembling Legal
Services
The panel will discuss what a General Counsel of other supervising in-house attorney wants
from outside counsel in the “New Normal.” We will explore issues of budgeting, billing, and
alternative fee arrangements; staffing and allocating work among outside counsel, in-house
attorneys, and third parties; and communication and coordination. The panel will also consider
ethical issues in outsourcing legal services and coordinating among service providers.
12:00 p.m.
Networking Lunch
Enjoy lunch with the panelists and other attendees. In the past, we have had a number of inhouse attorneys attend this program from both smaller and larger business throughout the state.
12:50 p.m.
Outside Counsel Guidelines and Ethical Issues in Disaggregation of Legal
Services
The panel will continue the general topic discussed prior to lunch and review issues that might
be raised by outside counsel guidelines that may impose constraints on other client
relationships or constraints on services or practices that counsel may consider prudent or
ethically necessary. The panel will also explore the ethical issues in disaggregation of services,
including the possible disconnect between the demands or expectations of the client and the
forum regarding the outside counsel’s role in discovery.
1:50 p.m.
Break
2:00 p.m.
When Something Goes Wrong: Allocating and Sharing Responsibility for Errors,
Omissions, or Worse
The panel’s discussion continues and focuses on lawyer liability issues that may be created by
the disaggregation of services. In addition, the panel will review the role of whistleblowers in
uncovering wrongdoing.
3:00 p.m.
Adjourn
Program Panelists
Peter C. Buck
Buck is a partner at Robinson, Bradshaw & Hinson, P.A. in Charlotte. He previously served as deputy general
counsel of Duke Energy Corporation. Buck practices in the areas of mergers and acquisitions, corporate law,
banking and finance, and energy law. He co-authored, “Confidentiality of Communications by In-House
Counsel for Financial Institutions,” 6 N.C. Banking Institute 265 (2002). Buck has been named to numerous
“best lawyer” lists, including Chambers USA: America’s Leading Lawyers, Business North Carolina’s Legal
Elite, and North Carolina Super Lawyer. Buck received his bachelor’s and J.D. from Duke University.
Bernard A. Burk
Burk joined the UNC School of Law faculty in 2011 following a distinguished career at Howard Rice
Nemerovski Canady Falk & Rabkin, P.C. in San Francisco and a year as an academic fellow at the Arthur and
Toni Rembi Rock Center for Corporate Governance at Stanford University. He is the co-author of Big But
Brittle: Economic Perspectives on the Future of the Law Firm in the New Economy, published in the Columbia
Business Law Review. Burk received his undergraduate degree at Yale University and his J.D. from Stanford
University.
Jana J. Litsey
Litsey is Deputy General Counsel and Director of Litigation & Regulatory Inquiries for Bank of America. She
leads a 140-member team responsible for the company’s defensive litigation, arbitrations and governmental
inquiries. Litsey is experienced in financial services legal disputes, including consumer finance, antitrust,
complex business litigation, ERISA, lender liability and employment-related matters. Prior to her current role,
she served as Deputy General Counsel for Legacy Asset Servicing. Notably, Litsey represented the company
in discussions with the Department of Justice, other federal agencies and state attorneys general that resulted
in a global resolution of mortgage-related issues involving the United States’ largest servicers. Previously,
Litsey served as Deputy General Counsel for Staff Support Functions. In this role, she successfully advised the
Global Compensation unit of Human Resources in negotiations with the Special Master for TARP Executive
Compensation. Litsey earned her J.D. from Baylor University and her undergraduate degree from the
University of Houston.
James P. McLoughlin, Jr.
McLoughlin is a partner with Moore & Van Allen in Charlotte. His practice focuses on complex arbitrations, civil
and criminal trials, and appeals. He regularly assists clients with corporate investigations. He recently
represented a minority shareholder in the prosecution of a breach of fiduciary duty and theft of corporate
assets litigation. McLoughlin has been named to a number of “best lawyer” lists, including North Carolina
Super Lawyers, Chambers Partners USA, and Best Lawyers in America. He clerked for the Honorable Eugene
Gordon, Senior Judge, U.S. District Court for the Middle District of North Carolina. McLoughlin received his
bachelor’s degree from the College of Holy Cross and his J.D. from Duke University.
Karen A. Popp
Popp is a partner with Sidley Austin in Washington D.C. She is the global co-chair of Sidley’s White Collar
Practice group and a member of the firm’s Executive Committee. Popp has extensive experience in corporate
criminal defense, internal investigations, SEC enforcement, Congressional investigations, corporate
compliance, and litigation. She is a former federal prosecutor in New York, lawyer in the Office of Legal
Counsel at the U.S. Department of Justice, and Associate White House Counsel to President Clinton. Popp
received the 2010 InsideCounsel Transformative Leadership Award and has been named as one of the Top
250 Women in Litigation. She clerked for the Honorable Sam J. Ervin III of the U.S. Court of Appeals for the
Fourth Circuit. Popp received her undergraduate degree from the University of North Carolina at Charlotte and
her J.D. from UNC School of Law.
Sandra D. van der Vaart
Van der Vaart is Senior Vice President and General Counsel for Laboratory Corporation of America Holdings
(LabCorp). She is responsible for LabCorp’s Legal and Compliance departments. She is Past Chair of the
Health Law Section Council of the North Carolina Bar Association, a member of the North Carolina Society of
Health Care Attorneys and the American Health Lawyers Association, and an Associate of the Women
Business Leaders of the U.S. HealthCare Industry Foundation. She obtained her B.S. degree in Nursing from
the University of North Carolina at Chapel Hill and her J.D. from the University of Virginia School of Law.
Program Directors
Lissa L. Broome
Broome is the Wachovia Professor of Banking Law and Director of the Center for Banking and Finance. She
teaches Banking Law and Secured Transactions. She is the co-author of the Regulation of Bank Financial
Service Activities, a banking law casebook, and co-author of Securitization, Structured Finance and Capital
Markets. Broome also directs the Director Diversity Initiative which works to increase the diversity of corporate
boards of directors through its training programs, advocacy, research, and diverse director database. Broome
received her undergraduate degree from the University of Illinois and her J.D. from Harvard Law School.
Bernard A. Burk
Burk is an Assistant Professor of Law at UNC School of Law. His scholarship focuses on Professional
Responsibility as well as empirical study of the Legal Profession and Legal Education. He is a regular guest
blogger on The Faculty Lounge. He teaches Professional Responsibility and Contracts.
Thomas Lee Hazen
Hazen is the Cary C. Boshamer Distinguished Professor of Law. He teaches Business Associations and
Securities Regulation, and is the author or co-author of casebooks in corporations, corporate finance, brokerdealer regulation, mergers and acquisitions, and securities regulation. Hazen is the author of a widely
regarded six-volume treatise on Securities Regulation, a three-volume treatise on derivatives regulation, and a
two-volume treatise on broker-dealer law. He has also served as an expert witness in a number of high profile
securities cases. Hazen received his undergraduate and his J.D. from Columbia.